What is a shareholders' agreement?

A shareholders' agreement is a private agreement between some or all of the shareholders of a company to regulate their internal relations and prevent possible conflicts. This agreement is extra-statutory, that is, it complements the company's articles of association without being part of them, and establishes specific rules on the functioning of the company and the relations between the partners.

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Main characteristics of the shareholders' agreement

1. Private nature: It is a private agreement between the partners that does not affect third parties or the company itself, but only the signatory partners.
2. Complementary: It complements the articles of association of the company, providing more flexibility and detail in the regulation of internal relations.
3. Flexibility: It allows the inclusion of specific clauses adapted to the particular needs of the partners and the company.
4. Limited effectiveness: It is only binding for the partners who sign it and not for third parties or non-signing partners.

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Main advantages of concluding a shareholders' agreement

1. Conflict prevention: It makes it possible to anticipate and regulate possible conflicts between partners, ensuring greater stability in the relationship.
2. Protection of the partners' interest: It reinforces the protection of the common or individual interests of the signatory partners.
3. Contractual flexibility: Thanks to contractual freedom, the partners can enter into specific agreements that would not be possible with the articles of association alone.
4. Adaptability: It can be adapted to the changing needs of the company and its partners.
5. Legal certainty: It provides legal certainty to members, as it clearly establishes the rules of the game from the outset.

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Main clauses of the shareholders' agreement

1. Company management clauses:
    
   • Voting clause: Organises the voting rights of the shareholders for specific decisions, and may include voting agreements or veto rights.
   • Clause for the appointment of directors: Regulates the appointment and remuneration of the company's directors.
   • Information clause: Grants rights of consultation, information or control to certain partners.

2. Participation clauses and transfers of securities:
    
   • Profit distribution clause: Guarantees dividends for minority shareholders.
   • Equity stability clause: The majority shareholders undertake to replenish their equity up to a certain threshold.
   • Anti-dilution clause: Guarantees the maintenance of the level of shareholding of the partners in the event of a capital increase.
   • Pari passu clause: Guarantees equal treatment in terms of financial investment.
 
3. Exit clauses of a shareholder:
    
   • Preferential clauses: These give priority to shareholders to acquire shares in the event of a sale.
   • Inalienability clauses: prohibit the transfer of shares for a limited period of time.
   • Approval clauses: require the approval of the other shareholders before any transfer of shares.
 
4. Termination clauses::
    
   • Joint exit clause: Allows all or some signatories to sell their shares in the event of a transfer of shares by a partner.
   • Priority exit clause: Gives a partner the possibility to sell his shares on a priority basis to the other partners in the pact.

These clauses can vary according to the specific needs of the company and its partners, providing a valuable tool for the effective and harmonious management of internal relations.

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Esteve Vidal Ferrer

jurist